When authorized or directed by the appropriate Headquarters Program Division, one of the following alternate Articles II may be substituted for the above: ARTICLE II-THE PERIOD OF PERFORMANCE ALTERNATE A It is presently estimated that the term of the contract [as modified by Modification No. -] will run through 19, and the Contractor agrees based on this estimate to submit its recommendations each year respecting the work program for the subsequent year, as elsewhere in this contract provided for. Neither party guarantees the correctness of this estimate, and, in any event, it is agreed that the period of performance will expire at the end of 19 [note that this will be a yearly period], or on any anniversary of said date during the said estimated term, if the parties do not mutually agree in writing to extend the period of performance for an additional yearly period. ARTICLE II-THE PERIOD OF PERFORMANCE ALTERNATE B It is presently estimated that the term of the contract [as modified by Modification No. --------] will run through 19, and the Contractor agrees based on this estimate to submit its recommendations each year respecting the work program for the subsequent year, as elsewhere in this contract provided for. Neither party guarantees the correctness of this estimate, and, in any event, it is agreed that the period of performance will expire at the end of 19 [note that this will be a yearly period], or on any anniversary of said date during the said estimated term, unless the Commission, at its option, by written notice to the Contractor prior to the expiration of the pertinent period, extends the period of performance for an additional yearly period. (--- ARTICLE III-CONSIDERATION Payment for allowable costs, as hereinafter provided, shall constitute complete compensation to the Contractor for the performance of the research described in Article I. [Note A] ARTICLE IV-ESTIMATED COST AND OBLIGATION OF FUNDS (a) Initial estimate of cost. The presently estimated cost of the work to the Government under this contract is dollars. (b) Obligation of funds. The amount presently obligated by the Government with respect to this contract is dollars ($------). [Note B] NOTE A. If and as an individual transaction requires, either or both of the following features will be incorporated in the contract: a. Specific mention of the contributions to be made by the Contractor, with the contract provisions indicating that the contributions are to be measured against the allowable cost system or otherwise pursuant to a defined yardstick. b. Specific exclusion from allowable costs of the particular items that the parties agree shall not be reimbursable to the Contractor. NOTE B. Provide for separate funding from plant and equipment funds for equipment purchased or fabricated by the Contractor where title to such equipment is to be in the Government. (c) Revision in funds obligated and cost estimates. The amount presently obligated by the Government with respect to this contract may be increased unilaterally by the Commission by written notice to the Contractor and may be increased or decreased by written agreement of the parties (whether or not by formal modification of this contract) and such revised amount shall be deemed substituted in (b) above. The presently estimated cost of work under this contract may be increased or decreased by written agreement of the parties (whether or not by formal modification of this contract). (d) Limitation of obligation. Payments on account of cost shall not in the aggregate at any time exceed the amount of funds obligated hereunder. (e) Notice of cost approaching funds obligated Contractor excused pending increase when obligation is reached. Whenever the Contractor has reason to believe that the total cost of the work under this contract will be substantially greater or less than the total estimated cost to the Government or the amount obligated by the Government, the Contractor shall promptly notify the Contracting Officer in writing. The Contractor shall also notify the Contracting Officer in writing when the aggregate of expenditures and outstanding commitments allowable under this contract leaves available funds sufficient only to continue operations for forty-five days. When such expenditures and outstanding commitments equal one hundred percent (100%) of the amount obligated by the Government, the Contractor shall make no further commitments or expenditures (except to meet existing commitments) and shall be excused from further performance of the work unless the Contracting Officer thereafter shall increase the funds obligated with respect to this contract. (f) Government's right to terminate not affected. The giving of any notice by either party under this article shall not be construed to waive or impair any right of the Government to terminate the contract under the provisions of the clause entitled "Termination." (g) Cost information. The Contractor shall maintain current cost information adequate to reflect the cost of performing the work under this contract at all times while the work is in progress, and shall prepare and furnish to the Government such written estimates of cost and information in support thereof as the Contracting Officer may request. (h) Correctness of estimates not guaranteed. Neither the Government nor the Contractor guarantees the correctness of any estimate of cost for performance of the work under this contract. ARTICLE V-KEY PERSONNEL The key personnel referred to in Article Appendix "B" are as follows: 611) or fabricated by the Contractor, where it is known at the time the contract is executed that title to such equipment will vest in and remain in the Contractor. Where the estimated cost of individual pieces of equipment exceeds $500, they will be listed individually. Where individual pieces cost between $100 and $500, they shall also be listed individually to the extent practicable, or grouped in general categories, such as "electronic equipment" or "6 motors," with the total dollar amount of such category. Insert the word "none" if title to all property is to vested in the Government.] III. Reports. [Set forth reporting and report distribution requirements, including reports of equipment having a useful life expectancy in excess of one year and an acquisition cost in excess of $100 purchased or fabricated by the Contractor where title is to be vested in the Contractor. Where the cost of individual pieces of equipment exceeds $500, they will be listed individually. Where individual items cost $100 to $500, they will also be individually listed to the extent practical, or grouped in general categories, such as "electronic equipment" or "6 motors," with the total dollar amount of such category. The cost of purchased items shall be determined by the actual invoice cost of such items, but the cost of fabricated items may be established by engineering estimates. Reproduction of final reports shall be performed consistent with Government Printing and Binding Regulations.] ARTICLE B-4-ACCOUNTS, RECORDS, INSPECTION AND REPORTS or (a) Accounts. The Contractor shall maintain accounts, records, documents and other evidence showing and supporting [Note A] all allowable costs incurred, revenues other applicable credits, and the receipt, use, and disposition of all Government property coming into the possession of the Contractor under this contract. The system of accounts employed by the Contractor shall be satisfactory to the Commission and in accordance with generally accepted accounting principles consistently applied. NOTE A. When the Contractor is making a contribution as provided for in subparagraph (a) of Note A to Article III-Consideration-substitute "the total project costs of the type allowable under Article B-2 above, including the Contractor's contribution," for the words "all allowable costs." (b) Inspection and audit of accounts and records. All books of account and records relating to this contract shall be subject to inspection and audit by the Commission at all reasonable times, before and during the period of retention provided for in (d) below, and the Contractor shall afford the Commission proper facilities for such inspection and audit. (c) Audit of subcontractors' records. The Contractor also agrees with respect to any subcontracts (including lump-sum or unitprice subcontracts or purchase orders) where, under the terms of the subcontract, costs incurred are a factor in determining the amount payable to the subcontractor or vendor of any tier, that such subcontracts will permit the conduct of an audit by the Government and by the Contractor of the cost of the subcontract in a manner satisfactory to the Contracting Officer, or in the case of lower tier subcontracts have the audit conducted by the next higher tier subcontractor or vendor in a manner satisfactory to the Contractor and the Contracting Officer, except where the Contracting Officer elects to waive such audit or to approve other arrangements for the conduct of the audit. The Government agrees to perform such audits, to the extent it deems audit necessary, provided the Contractor gives the Con tracting Officer timely notice in writing of the fact that it is unable to perform such audit with its own forces. (d) Disposition of records. Except as agreed upon by the Government and the Contractor, all financial and cost reports, books of account and supporting documents, and other data evidencing cost allowable and revenues and other applicable credits under this contract in the possession of the Contractor relating to this contract shall be preserved by the Contractor for a period of three (3) years after settlement of the contract or otherwise disposed of in such manner as may be agreed upon by the Government and the Contractor. (e) Reports. The Contractor shall make progress and other reports in such manner and at such times as specified in Appendix A. In addition, the Contractor shall furnish such other progress reports and schedules, financial and cost reports, and other reports concerning the work under this contract as the Contracting Officer may from time to time require. (f) Inspections. The Commission shall have the right to inspect the work and activities of the Contractor under this contract, in such manner and at all reasonable times as it shall deem appropriate. (g) Subcontracts. The Contractor further agrees to require the inclusion of provisions similar to those in paragraphs (a) through this paragraph (g) of this clause in all subcontracts (including lump-sum or unit-price subcontracts or purchase orders) of any tier entered into hereunder where, under the terms of the subcontract, costs incurred are a factor in determining the amount payable to the subcontractor. (h) Conferences. The Contractor shall confer with the Commission at mutually agreeable times and places in regard to the Contractor's activities under the contract. ARTICLE B-5-DISCLOSURE OF INFORMATION Insert AECPR 9-7.5004-22. ARTICLE B-6-PUBLICATION OF RESULTS (a) Research results obtained under this contract shall be made available to all through normal and accepted channels without restriction except that no restricted ta as defined in the Atomic Energy Act 1954 or other classified information shall disclosed to unauthorized persons. Such blication shall indicate that the research as supported by the Commission. A copy each article submitted by the Contractor ☛ publication shall be promptly sent to Le Commission. The Contractor shall also form the Commission when the article is ablished and furnish a copy of the article finally published. (b) It is recognized that during the course the work hereunder or subsequent there, the Contractor, its employees, or its subontractors may, from time to time, desire - publish, within the limit of security reuirements, information regarding technical - scientific developments arising in the purse of the contract. In order that public sclosure of such information will not adersely affect the patent interest of the Comission, patent approval for release shall be cured from the Commission prior to any ach publication. [Note A.] ARTICLE B-7-PATENTS Insert AECPR 9-9.5003 modified by deletg paragraphs (d) and (e) and substituting merefor the following paragraph: (d) Except as otherwise authorized in riting by the Commission the Contractor ill insert in all subcontracts and purchase rders, other than purchase orders for standrd commercial supplies, provisions making his article applicable to the subcontract or he purchase order. Except as otherwise uthorized in writing by the Commission, the Contractor will insert in purchase orders or standard commercial supplies a provision ademnifying the Government against liabilty for the use of any invention or discovery nd for the infringement of any Letters 'atent arising by reason of the purchase, se or disposal by or for the account of the Government of items manufactured or suplied under the purchase order. Note A. In contracts for theoretical physcs, high energy physics, medium energy and heutron physics, mathematics, computer echniques and programing, medical studies, biological studies, ecological studies, meteorlogy, solid state physics, geology, radiation ffects, theoretical chemistry, analytical chemistry, crystal structure, spectroscopy, hermodynamics, chemical kinetics, hazards evaluation, liquid state studies, cryogenics, environmental stream pollution, and site selection the following provision may be substituted for last sentence of Article B-6 above: In order that public disclosure of such information will not adversely affect the patent nterest of the Commission, such information shall be withheld from public disclosure if it discloses an invention, or discovery which shall be promptly reported to the Commission, and in such case, it shall be withheld for a period of four (4) months after submission of the information to the Commission for patent review and possible patent application, unless the Commission approves earlier release. ARTICLE B-8-WRITTEN MATERIAL (a) The Contractor hereby grants to the Government a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others to do so, all copyrightable material produced or composed or delivered to the Government or its designees under this contract, including work not first produced or composed by the Contractor in the course of performance under this contract but incorporated in the material produced or composed or delivered under this contract (but only to the extent, that the Contractor now has, or prior to final settlement of the contract may have, the right to grant such license to such previously produced or composed work without becoming liable to pay compensation to others solely because of such grant). (b) The Contractor agrees that, except as the Commission may otherwise specifically authorize in writing, the Contractor will not include in any report or other material delivered under this contract, or in any published material relating to the work under this contract, any copyrighted material owned by others which such owners have not consented to have so included. (c) The Commission will not publish in advance of the Contractor's publication without prior consultation with the Con tractor. ARTICLE B-9-ASSIGNMENT Neither this contract nor any interest therein nor claim thereunder shall be assigned or transferred by the Contractor, except as expressly authorized in writing by the Commission. ARTICLE B-10-TERMINATION FOR THE CON- ARTICLE B-11-FOREIGN TRAVEL Foreign travel shall be subject to the prior approval of the Contracting Officer. ARTICLE B-12-CONVICT LABOR Insert FPR 1-12.203. ARTICLE B-13-COVENANT AGAINST CONTINGENT FEES Insert AECPR 9-7.5004-2. ARTICLE B-14-DISPUTES Insert FPR 1-7.101-12, modified by substituting "Commission" for "Secretary." ARTICLE B-21-BUY AMERICAN ACT Insert FPR 1-7.101-14 modified by substituting "Commission" for "Secretary" in paragraphs (b) (iii) and (iv). ARTICLE B-22-LITIGATION AND CLAIMS (a) Initiation of litigation. If the Government requires the Contractor to initiate litigation, including proceedings before administrative agencies, in connection with this contract, the Contractor shall proceed with the litigation in good faith as directed from time to time by the Contracting Officer; provided, however, that in those instances in which such an assignment would be legally effective and enable the litigation or proceeding to be instituted and carried on for the Government's purposes, the Contractor shall have the right to assign the cause to the Government for the latter's initiation or prosecution. In the latter case the Contractor shall cooperate fully with the Government and provide such assistance as the Government shall request in the prosecution of the litigation. (b) Defense and settlement of claims. The Contractor shall give the Contracting Officer immediate notice in writing (1) of any action, including any proceeding before an administrative agency, filed against the Contractor, arising out of the performance of this contract and which would, if successful, constitute a directly allowable cost and (2) of any claim against the Contractor the cost and expense of which is an allowable cost under the article entitled "Allowable Costs." Except as otherwise directed by the Contracting Officer, in writing, the Contractor shall furnish immediately to the Contracting Officer copies of all pertinent papers received by the Contractor with respect to such action or claims. To the extent not in conflict with any applicable policy of insurance, the Contractor may with the Contracting Officer's approval, settle any such action or claim, shall effect at the Contracting Officer's request an assignment and subrogation in favor of the Government of all the Contractor's rights and claims (except those against the Government) arising out of any such action or claims against the Contractor, and, if required by the Contracting Officer, shall authorize representatives of the Government to settle or defend any such action or claim and to represent the Contractor in, or to take charge of, any action, provided, however, to the extent not inconsistent with the Government's interests, the Contractor may, at his own expense be associated with the representatives of the Government in settlement or defense of any such claim or action. If the settlement or defense of an action or claim against the Contractor is undertaken by the Government, the Contractor shall furnish all reasonable assistance in effecting a settlement or asserting a defense. Where an action against the Contractor is not covered by a policy of insurance, the Contractor shall, with the approval of the Contracting Officer, proceed with the defense of the action in good faith; and in such event the defense of the action shall be at the expense of the Government; provided, however, that the Government shall not be liable for such expense to the extent that it would have been compensated for by insurance which was required by law or by the written direction of the Contracting Officer, but which the Contractor failed to secure through its own fault or negligence. The Contractor's "charitable defense" (i.e., such defense as is available to the Contractor as a matter of law because of the Contractor's eleemosynary character) shall not be asserted if the assertion of such a defense contravenes the Contractor's established policy. ARTICLE B-23-BONDS AND INSURANCE Insert AECPR 9-7.5004-19 modified by adding the following sentence: "Nothing herein shall preclude the Contractor from obtaining or maintaining insurance at its own cost and expense to cover any insurable interest it may have in such 'Government-owned property'." ARTICLE B-24-DRAWINGS, DESIGNS, SPECIFICA TIONS Insert AECPR 9-7.5006-13 modified by adding the following sentence: "Theses are excepted from the purview of this Article." |